Mr Cooper Group Inc (COOP)

[muyuan51]

My dear wwhatthe,

you know I appreciate your DD and your fantastic last posts (6)!
It is not my intention to darken shadow but with this your post you have been on the wrong track ...

With this post you stirred up a hornet's nest I will try to calm the tempers down ....

First of all: I deeply believe in the 75/25 split between WMI Preferred Equity Interest holders and WMI Common Equity Interest holders !

Preferred UNCAPPED !! Commons need no cap, 'cause they have none !

This weekend I reread a lot of old WMI Court documents to clarify some terms and goals in the WAMU saga. Looking always for the treatment of Preferred/Commons, face value/uncapped I began with the filing:

Docket# 9179 Disclosure Statement for 7th Amended Plan, filed 12/12/2011:

(ii) Treatment of Class 19
As discussed in Section VI.B.20 hereof, pursuant to the Seventh Amended Plan, subject
to the execution and delivery by any such holder of the releases set forth in the Non-Debtor Release
Provision (Section 41.6 of the Seventh Amended Plan), each holder of a Preferred Equity Interest,
including, without limitation, each holder of a REIT Series, will be entitled to receive such holder’s Pro
Rata Share of seventy percent (70%) of (a) subject to the Reorganized Common Stock Elections,
Reorganized Common Stock, and (b) in the event that all Allowed Claims and Postpetition Interest
Claims in respect of Allowed Claims are paid in full (including with respect to Allowed Subordinated
Claims), any Liquidating Trust Interests to be redistributed; provided, however, that, in the event that, at
the Confirmation Hearing and in the Confirmation Order, the Bankruptcy Court determines that a
different percentage should apply, the foregoing percentage will be adjusted in accordance with the
determination of the Bankruptcy Court and be binding upon each holder of a Preferred Equity Interest;
provided, further, that distributions of Reorganized Common Stock will only be made to Releasing Equity
Interest Holders (i.e., such holders who execute the releases set forth in the Non-Debtor Release Provision
(Section 41.6 of the Seventh Amended Plan)).
X:\NRPORTBL\US_ACTIVE\COLEMANE\43837453_22.DOC 39

(iii)Treatment of Class 21, Class 22, and Claims Subordinated to the Level of
Common Equity Interests
As discussed in Sections VI.B.21 and VI.B.22 hereof, pursuant to the Seventh Amended
Plan, subject to the execution and delivery by such holders of the releases set forth in the Non-Debtor
Release Provision (Section 41.6 of the Seventh Amended Plan), holders of Dime Warrants in Class 21
and Common Equity Interests in Class 22 will be entitled to receive such holders’ Pro Rata Shares of
thirty percent (30%) of (a) subject to Reorganized Common Stock Elections, the Reorganized Common
Stock and (b) in the event that all Allowed Claims and Postpetition Interest Claims in respect of Allowed
Claims are paid in full including with respect to Allowed Subordinated Claims, any Liquidating Trust
Interests to be redistributed, each to be shared on a pari passu basis between these two Classes; provided,
however, that, in the event that, at the Confirmation Hearing and in the Confirmation Order, the
Bankruptcy Court determines that a different percentage should apply, the foregoing percentage will be
adjusted in accordance with the determination of the Bankruptcy Court and be binding upon each holder
of a Preferred (!!) Equity Interest; provided, further, that such distributions will only be made to Releasing
Equity Interest Holders (i.e., such holders who execute the releases set forth in the Non-Debtor Release
Provision (Section 41.6 of the Seventh Amended Plan));

Then I looked at the Classification Of Claims And Equity Interests Under The Seventh Amended Plan and here I found perhaps one reason for Mike W.'s and your error concerning face value:
We have 19 Classes with Claims and 3 Classes with Equity Interest;
In the for election relevant Claims Classes 2, 3, 12, 12a, 14, 15, 16 and 18 we see beside
a) Rights of Election
b) Limitation of Recovery: in short, the Claims are paid in max.
100%, simply, 'cause they are Claims !

The 3 Classes of Equity Interest:
Cl.19:Preferred stock of WMI: Series K, Series R and REIT Series
Cl.21:Dime Warrants and
Cl.22:Common Equity Interests
are lacking the Limitation of Recovery, means NO limit 100%(face value) !!!

Then I had a look at:

Docket# 9657, Declaration of Michael Willingham in Support of the 7th Amended Plan, filed 02/13/2012:
In item 31. he's talking about the size of the deficiency in PIERS and their losses, unquantified amounts of Cl.18 claims, and states finally: "And of course, common shareholders would recover through the waterfall only if over $7 billion in preferred stock liquidation preference were fully satified."
I wouldn't take this sentence so important, I think he just wanted to show why the 7th Plan at all has to be installed, because in item 38 he states among others the following:
"The Equity Committee, which represents the interests of both WMI Preferred Equity Interest holders and WMI Common Equity Interest holders, unanimously believed it appropriate to provide in the Plan, subject to solicitation of votes of WMI Equity holders to accept or reject the Plan, the foregoing sharing of Reorganized Common Stock between WMI P. and WMI C.
Both classes are being asked to consent to the very same release and therefore both classes of shareholders should be compensated for the rights and claims being released.
The Equity Committee also felt it was appropriate to suggest the sharing of Reorganized Common Stock proposed in the Plan on account of the loss of billions of dollars in value suffered by all WMI equity holders while AT THE SAME TIME RECOGNIZING THE WMI PREFERRED EQUITY INTEREST HOLDERS' STRUCTURAL SENIORITY IN PRIORITY OF REPAYMENT (sic!)

I then took an intensive look to:
Docket# 9659, Declaration of Jonathan Goulding in support of the 7th Amended Plan, filed 02/13/2012, 'cause THJMW based her final Confirmation Order to a overwhelming part on Goulding's findings ! Have a look at Docket# 9659 !:

Generally he is looking for the Plan Compliance with the U.S. Bankruptcy Code:
He talks about the classification of Claims and Equity Interests, states it complies because each Class contains only Claims or Equity Interests that are substantially similar to each other. 20 classes of Claims and 3 classes of Equity Interests.

On pg.20 he writes:

The impaired Classes entitled to vote on the Seventh Amended Plan are
Classes 2, 3, 5, 6, 8, 9, 10, 11, 12, 12A, 13, 14, 15, 16, 18, 19, and 22. As evidenced
in Voting Certifications, the Seventh Amended Plan has been accepted by holders of
Claims and Equity Interests in Classes 2, 3, 5, 6, 10, 11, 12, 12A, 13, 14, 15, 16, 17A,
18, and 22 holding in excess of two-thirds in amount and one-half in number of the
Allowed Claims and Equity Interests voted in each Class, and rejected by holders of
Claims and Equity Interests in Class 9 and Class 19, respectively. The Seventh
Amended Plan reflects that Classes 1, 4, and 7 are unimpaired, and thus, are
conclusively presumed to have accepted the Seventh Amended Plan. Additionally,
Class 8 contains no claims, and thus, no votes were cast from that empty class. The
Seventh Amended Plan also reflects that holders of Claims in Class 17B will not
receive or retain any interest or property pursuant to the Seventh Amended Plan and,
therefore, Class 17B is deemed to have rejected the Seventh Amended Plan and is not
entitled to vote thereon.16 Nevertheless, as set forth in more detail below, the Seventh
Amended Plan may be confirmed over the deemed rejection of such Classes because
the Seventh Amended Plan does not discriminate unfairly and is fair and equitable
with respect to each Class.

On pg.34 he says:

64. Confirmation of the Plan Over Nonacceptance of Impaired Classes
(11 U.S.C. § 1129(b)). A chapter 11 plan may be confirmed notwithstanding the rejection or
deemed rejection by a class of claims or equity interests so long as the plan does not
“discriminate unfairly” and is “fair and equitable.” I understand that a plan does not
“discriminate unfairly” if the legal rights of a rejecting class are treated in a manner that is
consistent with the treatment of other classes whose legal rights are substantially similar to those
of the rejecting class.[/u] Additionally, I understand that the “fair and equitable” requirement (often
referred to as the “absolute priority rule”) is satisfied if the holders of claims and interests in
junior classes are not receiving any property under the plan until those claims and interests senior
thereto are paid in full. Classes 9 and 19 voted to reject the Seventh Amended Plan and
Class 17B, which is an empty Class, is not receiving any distribution under the Seventh
Amended Plan, and thus, is deemed to have rejected the Seventh Amended Plan (collectively, the
“Rejecting Classes”). For the reasons described below, it is my understanding that the Seventh
Amended Plan may nonetheless be confirmed over the rejection by such Classes pursuant to
section 1129(b) of the Bankruptcy Code because the Seventh Amended Plan does not
discriminate unfairly and is fair and equitable with respect to all Classes.

After having a look to docket## 9661 and 9662 (also have a look !) I reread

Docket# 9759 Order Confirming the 7th Amended Plan, filed 02/24/2012 (Attention, document has 28 MB !):

On pg.s 18 & 19 It talks about the election and the result of the voting on the Plan, stating:
"(T)he Debtor's efforts in this regard were largely successful, as 96.46% (by dollar amount) of holders of Senior Note Claims, 99.71% (by dollar amount) of holders of Senior Subordinated Notes Claims, 97.22% (by dollar amount) of holders of PIERS, 87.26% (by dollar amount of liquidation preference) of holders of Preferred Equity Interests, and 63.70% (by number of shares) of holders of Common Equity Interests voted on the Pla(n)..."

I found this very interesting, 'cause the voting of Commons: 63.70% (by number of shares) would mean:
outstanding Commons (WAMUQ) 1.704.958.913 -> 63.70% -> 1.086.058.828 had elected, if I compare it to the number of Released WAMUQ's we know: 1.194.340.178 , then we have a big difference. Perhaps DIME WARRANTS ?

Never mind. on pgs.56 & 57 we can read under

8. Treatment of Preferred Equity Interests. Commencing on the Effective Date , and subject to the execution and delivery of a release in accordance with the provisions of Section 41.6 of the Plan, each holder of a Preffered Equity Interest, including, without limitation, each holder of a REIT Series, shall be entitled to receive such holder's Pro Rata Share of seventy-five-percent (75%) of
a) subject to the right of election provided in Section 6.2(b), 7.2(b), 16.1(b)(ii), 18.2(b), 19.2(b) and 20.2(b) of the Plan, the Reorganized Stock and

b) in the event that all Allowed Claims and Postpetition Interest Claims in respect of Allowed Claims are paid in full (including with respect to Allowed Subordinated Claims), ANY Liquidating Trust Interests to be redistributed.

9. Treatment of Common Equity Interests. Commencing on the Effective Date, and subject to the execution and delivery of a release in accordance with the provisions of Section 41.6 of the Plan, each holder of Common Equity Interests shall be entitled to receive such holder's Pro Rata Share of twenty-five-percent (25%) of
a) subject to i) the right of election provided in Sections 6.2(b), 7.2(b), 16.1(b)(ii), 18.2(b). amd 20.2(b) of the Plan and ii) the rights of holders of Dime Warrants pursuant to the LTW Stipulation, the Reorganized Common Stock, and

b) in the event that all Allowed Claims and Postpetition Interest Claims in respect of Allowed Claims are paid in full (including with respect to Allowed Subordinated Claims), ANY Liquidating Trust Interests to be redistributed.

Summarize:

In all these filings concerning the Seventh Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code we see very clear that

1. WMI Preferred Equity Interest (Series K, Series R, REIT Series) after having released get

a) 75% of the Reorganized Common Stock and

b) 75% of ANY Liquidating Trust Interests to be redistributed, in the event that all Allowed Claims and Postpetition Interest Claims in respect of Allowed Claims are paid in full (including with respect to Allowed Subordinated Claims) and

2. WMI Common Equity Interests and the holders of Dime Warrants pursuant to the LTW Stipulation after having released get

a) 25% of the Reorganized Common Stock and

b) 25% of ANY Liquidating Trust Interests to be redistributed, in the event that all Allowed Claims and Postpetition Interest Claims in respect of Allowed Claims are paid in full (including with respect to Allowed Subordinated Claims).

Means WAMPQ's, WAMKQ's, REITS aka TPS get 75% of ANY potential distributions from LTI's U N C A P P E D !!

WAMUQ's don't have a cap, so they get 25% of ANY LTI's distributions !!

docket#9179:
http://www.kccllc.net/wamu/document/0812229111212000000000005

docket# 9657:
http://www.kccllc.net/wamu/document/0812229120213000000000021

docket# 9659:
http://www.kccllc.net/wamu/document/0812229120213000000000024

docket## 9661 & 9662:
http://www.kccllc.net/wamu/document/0812229120213000000000025
http://www.kccllc.net/wamu/document/0812229120213000000000026

docket# 9759:
http://www.kccllc.net/wamu/document/0812229120213000000000026